8-K

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

     CURRENT REPORT
Pursuant To Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 8, 2006

Morgan Stanley(Exact Name of Registrant as Specified in Charter)

Delaware(State or Other Jurisdiction of Incorporation)	1-11758(Commission File Number)	36-3145972(IRS Employer Identification No.)
1585 Broadway, New York, New York (Address of Principal Executive Offices)		10036(Zip Code)

Registrant’s telephone number, including area code: (212) 761-4000

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

   Item 1.01. Entry into a Material Definitive Agreement

     On February 14, 2006, Morgan Stanley (the “Company”) and Mr. John J. Mack, the Chairman of the Board and Chief Executive Officer of the Company, entered into an amendment (the “Amendment”) to the Amended and Restated Employment Agreement, dated as of September 20, 2005, as further amended on December 13, 2005 (the “Agreement”), between the Company and Mr. Mack, to eliminate the guaranteed cash severance payable under the Agreement in the event that, during Mr. Mack’s five-year term of employment ending on June 30, 2010, Mr. Mack’s employment is terminated other than for Cause, death or Disability or Mr. Mack terminates his employment for Good Reason (capitalized terms are defined in the Agreement). This summary is qualified by the entirety of the terms and conditions set forth in the Amendment to the Agreement that is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.

   Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

     (c) On February 8, 2006, the Company announced that Zoe Cruz, who had been Acting President of the Company, was appointed Co-President of the Company, and that Robert Scully was appointed Co-President with Ms. Cruz. The appointments are effective immediately. The Company's related press release is filed as Exhibit 99 to this Form 8-K and is incorporated by reference herein.

   Item 9.01 Financial Statements and Exhibits

     (d) Exhibits

Exhibit
Number	Description
10.1	Amendment, dated February 14, 2006, to the Amended and Restated Employment Agreement, dated as of September 20, 2005, as further amended on December 13, 2005, between the Company and Mr. Mack.
99	Press Release of Morgan Stanley dated February 8, 2006.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MORGAN STANLEY
	(Registrant)
Date: February 14, 2006	By:	/s/ William J. O’Shaughnessy, Jr.
		Name:	William J. O’Shaughnessy, Jr.
		Title:	Assistant Secretary and Counsel

EX-10.1

Exhibit 10.1

AMENDMENT TO
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

     This Amendment (the “Amendment”) entered into as of February 14, 2006 amends the AMENDED AND RESTATED EMPLOYMENT AGREEMENT by and between Morgan Stanley (the “Company”), and John J. Mack (the “Executive”) dated as of September 20, 2005 as further amended on December 13, 2005 (the “Agreement”).

     WHEREAS, the Compensation, Management Development and Succession Committee of the Board of Directors of the Company (the “Committee”) and the Executive have determined that it is in the best interests of the Company and its shareholders to amend the Agreement to eliminate the Executive’s right to receive cash severance in the event his employment is terminated other than by reason of Cause, death or Disability or in the event the Executive terminates his employment for Good Reason (as such terms are defined in the Agreement);

     NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt of which is mutually acknowledged, the Company and the Executive agree as follows:

     1. Subsection (i) of Section 5(a) of the Agreement is hereby deleted and replaced with the following: “(i) the Company shall pay to the Executive in a lump-sum cash payment as soon as practicable after the Date of Termination the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid.”;

     2. The references to “Section 5(a)(i)(A)” in Section 5(a)(iv) and Section 5(b) of the Agreement are hereby deleted and replaced with “Section 5(a)(i)”; and

     3. Section 5(c) is amended so that:

a)

The words “the Accrued Obligations, and” are deleted.

b)

The following is added at the end of Section 5(c) prior to the period: “, and (i) the amount specified in Section 5(a)(i) plus (ii) the excess of (1) the product of (x) the Executive’s annualized Total Compensation for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination, and the denominator of which is 365, over (2) the

	Annual Base Salary to the extent paid for the year that includes the Date of Termination (the amounts in Sections 5(c)(i) and (ii), the “Accrued Obligations”)”.
c)	The following is added as the second paragraph of Section 5(c): “For purposes of determining the Executive's annualized Total Compensation in respect of any fiscal year for which Long-Term Incentive Compensation was awarded in a form other than restricted stock units, restricted stock or cash, the value of such award shall be determined by the Committee in its good faith discretion.”

2

      IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the authorization from the Committee, the Company has caused these presents to be executed in its name and on its behalf, all as of the day and year first above written.

	/s/ John J. Mack
	John J. Mack
MORGAN STANLEY
By:	/s/ Karen C. Jamesley
	Name:Karen C. Jamesley Title:  H.R. Director

3

EX-99

			Exhibit 99
	Contact:	Media Relations	Investor Relations
		Jim Badenhausen	William Pike
		212-761-4472	212-761-0008
			For Immediate Release
	Zoe Cruz and Robert Scully Named Co-Presidents of Morgan Stanley Cruz and Scully Have Highly Complementary Backgrounds, Strong Working Relationship and Track Records of Success at the Firm NEW YORK, February 8, 2006 - Morgan Stanley (NYSE:MS) announced today that Zoe Cruz and Robert Scully have been named Co-Presidents of the Firm. Zoe Cruz has served as Acting President since July 2005, while Robert Scully has most recently served as Chairman of Global Capital Markets and Vice Chairman of Investment Banking. They both will report to Morgan Stanley Chairman and Chief Executive Officer John J. Mack. Ms. Cruz and Mr. Scully will work together on Firm-wide issues, while each focuses on specific areas of the business. Ms. Cruz will continue to oversee the Firm’s institutional securities businesses as well as the retail brokerage business. Mr. Scully will oversee asset management, Discover and the Firm’s expanding private equity business. He also will focus on talent development, senior client relationships and strategic initiatives. Mr. Mack said, “Zoe and Bob are a perfect team to help us lead Morgan Stanley forward. They each bring to the role outstanding leadership ability, deep insight into our business and culture, and a strong commitment to the Firm and our clients. During more than 24 years at the Firm, Zoe has consistently built successful businesses and delivered bottom-line results for the Firm. Bob has had equally strong success in growing key relationships for the Firm and providing insightful strategic counsel to our clients. They have highly complementary backgrounds and an excellent working relationship that will make them productive partners in this role.” Ms. Cruz, 50, has served as Acting President since July 2005, and previously was named Co-President in March 2005. She served as global Head of Fixed Income, Commodities and Foreign Exchange from 2000 to 2005, and previously served as Co-Head of the Foreign Exchange Division. Ms. Cruz joined the Firm in 1982, became a Vice President in 1986, a Principal in 1988 and a Managing Director in 1990. She received a bachelor’s degree from Harvard University in 1977 and an MBA from Harvard Business School in 1982. Mr. Scully, 56, has served most recently as Chairman of Global Capital Markets and Vice Chairman of Investment Banking. In that role, he has been responsible for managing relationships with major clients. Prior to joining the Firm in 1996, Mr. Scully was a Managing Director at Lehman Brothers. He was first named a Managing Director at Salomon Brothers in 1984. Mr. Scully received his bachelor’s degree from Princeton University in 1972, and an MBA from Harvard Business School in 1977. Morgan Stanley is a global financial services firm and a market leader in securities, investment management and credit services. With more than 600 offices in 28 countries, Morgan Stanley connects people, ideas and capital to help clients achieve their financial aspirations.

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